Starboard Value LP

FEES AND COMPENSATION

The fees applicable to each client are set forth in detail in each Fund’s offering documents. The
fees applicable to each Managed Account are set forth in detail in each Managed Account’s
investment management agreement or operating agreement, as applicable. A brief summary of
such fees is provided below.

The Funds

Value and Opportunity Funds

Generally, the Value and Opportunity Funds pay the Adviser a fee for investment management
services (the “V&O Management Fee”), calculated monthly in arrears and payable quarterly
(prorated for partial periods) in arrears, up to 0.1666% per month (2.0% on an annualized basis)
of the ending capital account balances of each investor for each month during such calendar quarter
calculated prior to reduction for any accrued Incentive Allocation.

The V&O Management Fee will be prorated for any capital contribution or withdrawal by an
investor that is effective other than as of the first day of a month or quarter, respectively. In the
sole discretion of the Adviser or the Fund General Partner, as applicable, the V&O Management
Fee may be waived, reduced or otherwise modified with respect to any investor.

Generally, at the end of each fiscal year of each Fund, the Fund General Partner is entitled to an
incentive allocation (the “Incentive Allocation”) in an amount up to 20% of any realized and
unrealized net capital appreciation for such fiscal year allocated to the capital account of each
investor, after reduction for the V&O Management Fee and Fund expenses debited to such
investor’s capital account for such fiscal year, subject to a loss carryforward mechanism.

In the event that a Fund is terminated or an investor withdraws other than at the end of a fiscal
year, then for purposes of determining the Incentive Allocation, net capital appreciation will be
determined as if such dates were the end of the fiscal year, subject to certain adjustments.

In the sole discretion of the Adviser, the Incentive Allocation may be waived, reduced or calculated
differently with respect to certain investors.

X Funds

The X Funds offer two classes of shares, each of which is subject to different management fees
and incentive compensation, as set forth below.

Generally, the X Funds pay the Adviser a fee for investment management services (the “X Fund
Management Fee”), calculated monthly in arrears and payable quarterly (prorated for partial
periods) in arrears, at the Management Fee Rate set forth below of the ending capital account
balances of each investor for each month during such calendar quarter.

 Class                            Management Fee Rate

 Class R                          up to 0.145833% per month
                                  (1.75% on an annualized
                                  basis)

 Class A                          up to 0.1666% per month
                                  (2.0% on an annualized basis)

The X Fund Management Fee will be prorated for any capital contribution or withdrawal by an
investor that is effective other than as of the first day of a month or quarter, respectively.

For Class R, generally at the end of each fiscal year of each Fund, the X Fund General Partner is
entitled to an incentive allocation (the “X Fund Incentive Allocation”) in an amount up to 25% of
the outperformance of a benchmark specified in the X Fund’s governing documents, subject to a
loss carryforward mechanism. Investors in the X Fund should review detailed disclosures in the
governing documents of the X Fund for more information regarding the calculation methodology
of the X Fund Incentive Allocation.

For Class A, generally, at the end of each fiscal year of each Fund, the Fund General Partner is
entitled to an incentive allocation (the “Incentive Allocation”) in an amount up to 20% of any
realized and unrealized net capital appreciation for such fiscal year allocated to the capital account
of each investor, after reduction for the X Fund Class A Management Fee and Fund expenses
debited to such investor’s capital account for such fiscal year, subject to a loss carryforward
mechanism.

In the event that a Fund is terminated, or an investor withdraws other than at the end of a fiscal
year, then the Incentive Allocation will be determined through the date of termination or
withdrawal as if such dates were the end of the fiscal year, subject to certain adjustments.

In the sole discretion of the Adviser or the X Fund General Partner, as applicable, the X Fund
Management Fee or the X Fund Incentive Allocation may be waived, reduced or calculated
differently with respect to any investor, and certain share classes bear different fees as detailed in
the governing documents for the X Fund.

Managed Accounts

All fees for Managed Accounts are subject to negotiation and established pursuant to each
Managed Account’s investment management agreement or operating agreement, as applicable.
Generally, the investment management agreements are terminable upon receipt by either party
from the other with prior written notice of termination and after the expiration of the specified
notice period.

Generally, the Managed Accounts pay the Adviser a Management Fee, calculated monthly in
arrears and payable either monthly or quarterly (prorated for partial periods) in arrears, of up to
1.35% on an annualized basis of the ending net asset value of the Managed Account for each month
during such calendar quarter. The Management Fee will be prorated for partial periods. Certain
Managed Accounts are charged no, or differently calculated, management fees.

Generally, at the end of each calendar year, with respect to certain Managed Accounts, the Adviser
is entitled to a performance-based fee (collectively with the Incentive Allocations, “Performance
Compensation”) in an amount up to 30% of any net realized and unrealized appreciation in the net
asset value of each Managed Account, subject to certain adjustments and subject to a loss
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TYPES OF CLIENTS

The Adviser generally provides investment advice to Funds and Managed Accounts, and its
Advisory Client, as described above. Beneficial owners of Managed Accounts include pension
funds, government entities and other sophisticated institutional investors.